EX-1.2 3 dex12.txt FORM OF AMENDMENT AGREEMENT

                                                                     EXHIBIT 1.2

                              AMENDMENT AGREEMENT

           This amendment agreement (the "Agreement"), is made and entered into
effective as of the ___ day of _________, 2005, by and among THE FRONTIER FUND,
a statutory trust  organized  under Chapter 38 of Title 12 of the Delaware Code
(the  "Trust"), EQUINOX FUND MANAGEMENT,  LLC,  a  Delaware  limited  liability
company and the managing owner of the Trust (the "Managing Owner") and [
], a [
] (the  "Selling  Agent").   Capitalized  and  other defined terms used in this
Agreement  and  not  otherwise expressly defined herein  shall  have  the  same
respective meanings as  are  set  forth  in  the  Selling  Agent  Agreement (as
hereinafter defined).

                             W I T N E S S E T H:

           WHEREAS,  the  Trust, the Managing Owner and the Selling Agent  have
entered into a selling agent agreement dated as of
, 200
(the "Selling Agent Agreement"),  pursuant  to  which the Selling Agent acts as
selling agent for the Trust on a "best efforts" basis; and

           WHEREAS, Sub-Section 11(c) of the Selling  Agent  Agreement provides
that the Selling Agent Agreement may not be amended or modified  except  by the
prior written consent of all the parties to the Selling Agent Agreement; and

           WHEREAS,  the  parties  hereto  desire  to  amend  the Selling Agent
Agreement in certain respects.

           NOW, THEREFORE, in consideration of the foregoing promises  and  the
mutual  covenants  herein  contained  and  for  other  consideration given, the
receipt  and  sufficiency of which is hereby acknowledged  and  confirmed,  the
parties hereto agree as follows:

           1.   The  initial paragraph of the Selling Agent Agreement is hereby
amended by deleting the  sentence  after  the  words  "and  the  Prospectus (as
hereinafter defined) included therein referred to below." and before  the words
"The Units of each Series will be offered" and replacing such deleted text with
the following sentence:

           "A maximum of $875,000,000 for the Balanced Series, $110,000,000 for
the  Graham  Series,  $65,000,000  for  the  Beach Series, $300,000,000 for the
Campbell/Graham  Series,  $23,000,000  for  the  C-View   Currency  Series  and
$23,000,000  for  the Dunn Series will be offered and sold during  the  Initial
Offering Period for  each Series, and thereafter during the Continuing Offering
Period for each Series as such terms are hereinafter defined."

           2.   Sub-Section  3(c)  of  the  Selling  Agent  Agreement is hereby
amended  by  deleting  the  sentence  following  the  words  "to prepare  their
subscriptions  in  proper  form."  and  before  the  words  "Proceeds  will  be
transferred  to the escrow account" and replacing such deleted  text  with  the
following sentence:

           "The  Selling Agent shall deposit the subscription proceeds from the
sale of Units in each  Series  (the  "Proceeds")  during  the  Initial Offering
Period  in  escrow  accounts  designated  by  the Series at U.S. Bank  National
Association in Denver, Colorado (the "Escrow Agent"),  for the separate benefit
of the Subscribers of each Series no later than noon of  the first Business Day
following the receipt by the Selling Agent of such Proceeds."

           3.   Sub-  Section  4(a)  of the Selling Agent Agreement  is  hereby
amended by inserting the following new  Sub-Sub-Sections  4(a)(3),  4(a)(4) and
4(a)(5) immediately following Sub-Sub-Section 4(a)(2):

           "(3) The calculation of the initial service fee for incremental Unit
purchases is based on the aggregate amount of Units held by an investor  at the
time  of  each  Unit  purchase (taking into account the right of accumulation).
For example, if an investor  purchases  $75,000  in Class 1 Units in one month,
the Selling Agent shall receive an initial service fee of 3.00% of the purchase
price of such Units.  If such investor then purchases  an additional $50,000 in
Class 1 Units three months later, the Selling Agent shall  be  paid  an initial
service  fee  of  2.50%  of the purchase price of such Units.  If such investor
subsequently invests $500,000 in Class 1 Units, the Selling Agent shall be paid
an initial service fee of 1.25% of the purchase price of such Units.

           (4)  The initial  service fee is calculated based upon the net asset
value of the aggregate amount  of Units in Class 1 at the time of such purchase
and the service fee applicable thereof.   The  on-going  service  fee after the
initial 12 months of each purchase has expired is calculated based upon the net
asset value of the aggregate amount of Units in Class 1 at the end  of  such 12
month period(s).

           (5)  Using  the  above example (assuming no redemption of Units  has
occurred), the initial service  fee for the initial twelve months will be 3.00%
of the net asset value of the initial  Unit  purchase  of $75,000; 2.50% of the
net asset value of the additional Unit purchase of $50,000;  and  1.25%  of the
net asset value of the additional Unit purchase of $500,000.  One year from the
initial Unit purchase of $75,000, the on-going service fee will be 1.25% of the
net  asset  value  of  the Unit purchase of $75,000.  One year after the second
Unit purchase of $50,000, the on-going service fee will be calculated at a rate
of  1.25%  of  the net asset  value  of  the  cumulative  $125,000  investment.
Finally, one year  after  the  third  Unit  purchase  of $500,000, the on-going
service fee will be calculated at a rate of 1.25% of the net asset value of the
entire investment of $625,000."

           4.   Sub-Section  4(c)  of  the  Selling Agent Agreement  is  hereby
amended  by adding the words "reasonable and actual  out-of-pocket"  after  the
words "except for the reimbursement of" and before the word "expenses."

           5.   Sub-Section  9(a)  of  the  Selling  Agent  Agreement is hereby
modified  by  deleting  the  words  "fraud,  willful"  after  the words  "which
constitute negligence," and before the words "misconduct or a breach."

           6.   Section 9 of the Selling Agent Agreement is hereby  modified by
renumbering  existing  Sub-Section  9(g) as Sub-Section 9(i) and inserting  the
following  new  Sub-Sections 9(g) and 9(h)  immediately  following  Sub-Section
9(f):

           "(g) Notwithstanding  the  provisions of this Section 9, the Selling
Agent shall not be indemnified for any  losses, liabilities or expenses arising
from or out of an alleged violation of federal  or state securities laws unless
(i)  there  has  been a successful adjudication on the  merits  of  each  count
involving alleged  securities  law  violations as to the particular indemnitee,
(ii) such claims have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the particular  indemnitee  or  (iii)  a  court of
competent jurisdiction approves a settlement of the claims against a particular
indemnitee  and finds that indemnification of the settlement and related  costs
should be made.

           (h)  In   any   claim  for  indemnification  for  federal  or  state
securities law violations, the party seeking indemnification shall place before
the court the position of the  Securities and Exchange Commission, the position
of the Tennessee Securities Division,  the  position of the Securities Division
of the Commonwealth of Massachusetts and the  position  of any other applicable
state securities division which requires disclosure with  respect  to the issue
of indemnification for securities law violations."

           7.   Except  as  expressly amended and modified hereby, the  Selling
Agent Agreement shall remain in full force and effect.

           8.   This Agreement  may  be  executed  in one or more counterparts,
each  of  which  shall be deemed an original but all of  which  together  shall
constitute one and  the  same  instrument.  Signatures on this Agreement may be
communicated by facsimile transmission and shall be binding upon the parties so
transmitting their signatures.   Counterparts with original signatures shall be
provided to the other parties following  the applicable facsimile transmission;
provided, that the failure to provide the  original  counterpart  shall have no
effect on the validity or the binding nature of this Agreement.



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           IN  WITNESS  WHEREOF,  the  parties  hereto have made this Agreement
effective as of the date set forth above.


                          THE FRONTIER FUND

                          By:   EQUINOX FUND MANAGEMENT, LLC
                          Its:  Managing Owner

                                By:
                                Name:
                                Title:


                          EQUINOX FUND MANAGEMENT, LLC

                          By:
                                Name:
                                Title:


                          [NAME OF SELLING AGENT]

                          By:
                                Name:
                                Title:




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